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Ozark Electric Cooperative, Inc. Ozark Electric ooperative, Inc. Phone #s: I I¿ 2 2 H P R + R Q R Q U H 9 9H W 0 W W F L U W U V L ' U H Y L 5 V H P D - D 2 W F L U W U V L ' U L D ) D H S D D & H F ¿ I¿ ............... 417-466-2144 H F ¿ I I¿ 2 2 W ........... 417-725-5160 H F ¿ I I¿ 2 2 .............. 417-538-2273 H F L Y U H 6 H V U X R + R U H W I W $ $ Payments 24-Hr Automated ebsite: W .ozarkelectric.com www Newsle Member Electric Sparks - F R / Rural Missouri - D W D 6 E E K 7 7K H Q L / .......... 1-800-947-6393 Payments...... 1-877-760-7441 .ozarkelectric.com Newsletters: V Z H Q O D F V V H J D S N F D E E W W Q R U I U H G L V W X R R V Z H Q H G L Z H W D G G L E L L O E WZ E X S R Z W H Y R E D H K 7 7K K W K Q R P G H O L D P O D W V R S L H Q L O Q R G D H U UH H E R V O D R F F L U W WU F H O H N U D ] R Z Z Z H W H W H O V Z H Q H K W WK Q R N F L O F SmartHub Mobile G Q D G H Q L E P R F H U D V Q R L W L D F L O E Q D F G Q D U H E P H P K F D H R W \ O O\ K W D H W L V E H Z U X R Q R U R O R F O O X I X Q L P H W L X Q H P \ Q Q D Q R N F L O F P R H J D D S I R R W I W H H O P R W R W R E W D Q R F L U H Apps: SmartHub Mobile oid Andr - Apple IOS
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Ozark Electric Cooperative, Inc.atives in Missouri (including Ozark Electric Cooperative), southeast Iowa and northeast Oklahoma. These local electric cooperatives are ow n ed by m

Jun 14, 2020

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Page 1: Ozark Electric Cooperative, Inc.atives in Missouri (including Ozark Electric Cooperative), southeast Iowa and northeast Oklahoma. These local electric cooperatives are ow n ed by m

Ozark ElectricCooperative, Inc.

Ozark Electricooperative, Inc.

Phone #s:•••

...............417-466-2144...........417-725-5160

..............417-538-2273

•• Payments24-Hr Automated

ebsite: W .ozarkelectric.comwww

Newsle Member • Electric Sparks - • Rural Missouri -

.......... 1-800-947-6393Payments...... 1-877-760-7441

.ozarkelectric.com

Newsletters:

SmartHub Mobile

Apps: SmartHub Mobile

oidAndr

- AppleIOS

Page 2: Ozark Electric Cooperative, Inc.atives in Missouri (including Ozark Electric Cooperative), southeast Iowa and northeast Oklahoma. These local electric cooperatives are ow n ed by m

MemberInformationHandbook

IndexStatement of Nondiscrimination/Privacy Statement.....2

Statement of Objectives .........................................3

Where Your Electricity Comes From...................4

Board of Directors ..................................................5

Service Area.............................................................5

Board District Map.................................................6

Relocation of Cooperative Facilities ....................8

Establishing New Electric Service........................8

Easements ................................................................8

Clearance Requirements........................................9

10-Foot Rule.............................................................9

Cooperative Publications ....................................10

Safety Tips .............................................................11

Public Safety ..........................................................12

To Report Power Outage.....................................14

Welcome!We would like to take this opportunity to

welcome you to Ozark Electric Cooperative as amember owner. This member handbook andbylaws will provide you with information aboutyour cooperative.

The success of Ozark Electric depends on itsmembers, the Board of Directors and employees,working together in the spirit of cooperation; thepurpose being to provide dependable electricenergy at the lowest possible cost.

The rules and policies explained in this hand-book have been developed by your cooperativeboard of directors and employees. These arededicated individuals looking out for the bestinterest of their employer, you the member.

Again, we want to thank you and welcomeyou to Ozark Electric. We will try our best toprovide you with the highest quality of electricservice which you deserve.

Patrick OehlschlagerGeneral Manager

Contents

Member Information Handbook..........................1

Bylaws ....................................................................15

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Page 3: Ozark Electric Cooperative, Inc.atives in Missouri (including Ozark Electric Cooperative), southeast Iowa and northeast Oklahoma. These local electric cooperatives are ow n ed by m

Statementof Objectives

1. Provide reliable electric service at the low-est possible cost, consistent with goodbusiness practices.

2. Assure maximum utilization of equipment,plant and employees.

3. Foster the cooperative’s reputation for fairdealing, prompt service, dependability,integrity, courtesy, productive ability andtechnical ability.

4. Provide a source of electrical supply whichwill ensure dependable service to thosewho use co-op electrical service.

5. Maintain plans for prompt and smoothconversion of cooperative activities to meetemergency conditions.

6. Provide information to members on themost efficient methods of utilizing electric-ity in order to conserve energy.

7. Reward, encourage progress, fully inform,train, develop, and properly assign allemployees in order that their lives andwork be given meaning, dignity, satisfac-tion and purpose, both on and off the job.

Statement ofNondiscrimination

Ozark Electric Cooperative (OEC), Inc. is com-mitted to the principles of equal employmentopportunity and equal access to services.Accordingly, OEC employees, applicants foremployment, members and contractors are to betreated equitably regardless of race, color, nationalorigin, ancestry, genetic information, pregnancy,sex, sexual orientation, age, disability, religion, orveteran status.

The person responsible for coordinating thisorganization’s nondiscrimination complianceefforts is Patrick Oehlschlager, General Manager,Ozark Electric Cooperative, Inc. Any person whobelieves that he or she, (or any specific class ofindividuals) has been, or is being, subjected topractices prohibited by such regulations may fileon his or her own, or through an authorized rep-resentative, a written complaint alleging such dis-crimination within 180 calendar days from thedate the person knew or reasonably should haveknown of the alleged discrimination, unless thetime is extended for good cause by the USDADirector of the Office of Civil Rights or his or herdesignee.

Privacy StatementIt is Ozark Electric Cooperative’s policy to

strictly comply with regulations promulgated byour State regulatory commissions with respect tosharing of member information. Ozark ElectricCooperative will not share/sell/trade confidentialor proprietary member information with anyparty without member authorization, exceptwhere required to by law.

Revised April 1, 2014

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Member Handbook

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Member Handbook

Page 4: Ozark Electric Cooperative, Inc.atives in Missouri (including Ozark Electric Cooperative), southeast Iowa and northeast Oklahoma. These local electric cooperatives are ow n ed by m

Board of DirectorsThe members of Ozark Electric elect nine

directors. Each director serves a three-year termon the Cooperative board. The directors repre-sent districts located throughout theCooperative’s service area.

The Board meets monthly to set policies andreview all matters concerning the finances andoperation of Ozark Electric Cooperative.

Ozark ElectricService Area

Ozark Electric Cooperative was incorporatedon October 21, 1937, operating under the rulesand regulations of the Rural ElectrificationAdministration (REA). REA was established byExecutive Order from President Franklin D.Roosevelt on May 11, 1936. November 1994, theelectrification program was combined with ruralhousing, water, sewer and farm credit to createwhat is known today as Rural Utilities Services(RUS). RUS continues to operate under the juris-diction of the Department of Agriculture.

There are 41 rural electric cooperatives suchas Ozark Electric within the state of Missouri.

Ozark Electric service area extends some 66miles north and south and 55 miles east andwest. Today we serve electricity in parts of ninecounties of southwest Missouri. These countiesare: Dade, Jasper, Polk, Newton, Barry,Lawrence, Greene, Stone and Christian.

Where Your ElectricityComes From

Associated Electric Cooperative, Inc. (AECI), withheadquarters in Springfield, Missouri, was formedfor the purpose of generating and coordinating thepower supply for Missouri’s rural electric coopera-tives and is part of a three-tiered system united bythe common purpose of serving electric cooperativemembers with affordable and reliable electricity.

AECI is owned by the six generation and trans-mission cooperatives (G&Ts) that formed it in 1961to provide them with a wholesale power supply.These six G&Ts are owned by 51 distribution cooper-atives in Missouri (including Ozark ElectricCooperative), southeast Iowa and northeastOklahoma. These local electric cooperatives areowned by more than 875,000 member-consumers.

AECI generates about 79% of our electricity fromcoal-fired power plants, with the remainder generat-ed from the following mix of resources: wind 10%,hydropower 6%, natural gas 4% and purchasedpower 1% (AECI 2013).

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Member Handbook

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Member Handbook

Renewables:wind, hydro,

other, etc.

Coal-basedgenerating

plantsNatural gasgenerating

plants

ASSOCIATED ELECTRICCOOPERATIVE

Springfield

N.W.

Power

Co-op

Cameron

Northeast

Power

Co-op

Palmyra

KAMO

Power

Co-op

Vinita, OK

Sho-Me

Power

Co-op

Marshfield

Central

Power

Co-op

Jefferson

City

M & A

Power

Co-op

Poplar

Bluff

CO-OPMEMBERS

OZARK ELECTRICCOOPERATIVE

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Ozark Electric CooperativeBoard Districts

Page 6: Ozark Electric Cooperative, Inc.atives in Missouri (including Ozark Electric Cooperative), southeast Iowa and northeast Oklahoma. These local electric cooperatives are ow n ed by m

ClearanceRequirements

No obstructions such as fences, buildings, orbushes are to exist within three feet (3’) fromsides and rear of a padmount transformer. Theremust be at least ten feet (10’) clearance from thefront of the transformer or a gate allowing accessto the locked front of transformer.

10-Foot RuleThe 10-foot Rule refers to the distance extend-

ing ten feet in every direction from any powerline. It is the distance you should observe whenyou’re working outdoors with equipment ormachinery. Missouri law requires you to notifythe Cooperative anytime you work near a powerline.

Relocationof CooperativeFacilities

When a request is received from a member torelocate the Cooperative’s poles, lines or anchorsfor the purpose of building a permanent build-ing or driveway for home improvement, theCooperative will relocate said line, poles oranchors if possible. The actual cost will be paid100 percent by the member requesting the relo-cation provided that the member will receivecredit for any maintenance savings which resultfrom the relocation.

Establishing NewElectric Service

To establish electricity for a new service(overhead or underground), property ownershould contact our Engineering Department toset up an appointment to meet with engineers todiscuss exact requirements and costs.

EasementsNo person shall be permitted to erect or con-

struct any billboard, sign, or building or otherstructure within the boundaries of any easementwhich has been or shall be granted to OzarkElectric Cooperative. The planting of trees andshrubbery within 15 feet of the power line is alsoprohibited.

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Member Handbook

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Member Handbook

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Safety TipsHere are a few safety tips to remember when

around power lines. Pass these tips on to friendsand family. And remember, electricity is alwaysseeking the shortest distance to the ground.Don’t get in its path!

• Stay away from fallen electric lines andkeep others away. If the lines are acrossyour car and you can’t back out, stay in thecar until help arrives.

• Look up when you move tall equipment orinstall antennas. ALWAYS LOOK UP!

• Don’t use electric appliances in a wet base-ment or in the rain. WATER AND ELEC-TRICITY DO NOT MIX!

• Keep metal ladders away from powerlines.

• Never climb an electric pole or tree whichis close to a line. Never even get close to asubstation enclosure.

• Don’t fly kites or model planes aroundpower lines.

• If you happen to come across a damaged orfallen utility pole, contact the Cooperativeimmediately. Meanwhile, do not touchanything at the scene - and don’t let any-one else.

CooperativePublications

As a cooperative member, you will receive amonthly publication from Ozark Electric tokeep you informed and up to date on yourcooperative’s activities.

The Electric Sparks is Ozark Electric’s publi-cation written specifically for our members andis the outside two pages (front and back pages)wrapped around the Rural Missouri newspaperthat is postal mailed to you each month. TheRural Missouri is a statewide newspaper pub-lished by the Association of Missouri ElectricCooperatives every month for all electric coop-erative members in the State and is a nationalaward-winning publication that includes localand national happenings as well as humaninterest features about cooperative members.A minimal deduction ($3-$5 annually) from theCooperative’s equity is allocated for each mem-ber’s subscription to these monthly publica-tions.

The Electric Sparks Special Annual MeetingEdition is published in the Rural Missouri andserves as the official notice of Ozark ElectricCooperative’s Annual Meeting that is held eachsummer. This issue contains your registrationcard to bring to annual meeting, as well as avoting proxy card (when there is a ballot elec-tion) if you are unable to attend annual meet-ing.

Find us online – You can read a digital ver-sion of the current issues of both the ElectricSparks and the Rural Missouri anywhere andanytime at www.ozarkelectric.com. Click onany menu choice and then click on the ElectricSparks/Rural Missouri icon at the bottom leftof any page.

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Member Handbook

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Member Handbook

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C. Members of the Cooperative and thegeneral public should always assume that adowned power line or a sagging power line isunsafe. Contact should be strictly avoided, andthe Cooperative and law enforcement authori-ties should be notified when such a condition isobserved.

D. Even a power line that appears to be inits normal condition may be unsafe. Therefore,members of the Cooperative and the general pub-lic should avoid contact with power lines.

E. If any cooperative member or memberof the general public inadvertently comes intocontact with a power line, the incident should bereported immediately to the Cooperative. Ifthere are injuries, emergency medical personnelshould be contacted immediately. FURTHERCONTACT WITH THE POWER LINE SHOULDBE STRICTLY AVOIDED, AND THE INCI-DENT SHOULD BE REPORTED IMMEDIATE-LY TO THE COOPERATIVE. IF THE INCI-DENT OCCURRED ON A PUBLIC RIGHT-OF-WAY, LAW ENFORCEMENT OFFICIALSSHOULD ALSO BE NOTIFIED.

F. All accidental contacts involving theCooperative’s electric lines, vehicles, or propertyshould be properly and promptly investigated,with complete accident reports prepared,including photographs and sketches to substan-tiate written reports.

IV. ResponsibilityA. The General Manager will be respon-

sible for the administration of this policy.B. Copies of this policy shall be posted in

the Cooperative’s reception area. Copies of thispolicy shall be forwarded to various publicagencies within the Cooperative’s service area.Copies of this policy shall be given to each newmember upon application for service.

Date approved: December 23, 1992Attested: Secretary James C. Cox

Public SafetyBoard Policy No. 13.7

I. ObjectiveTo establish procedures and conditions

that safeguard the Cooperative’s members andthe general public from potentially dangerouselectrical conditions.

II. Policy ContentCooperative members and the general

public should never come into contact with elec-trical power lines. When potentially hazardousconditions are observed, Cooperative membersand the general public should alert theCooperative to the condition.

III. ProvisionsA. The Cooperative, in the construction,

operation, and maintenance of its electrical sys-tem, will at all times adhere to the provisionsoutlined in the most current edition of theNational Electrical Safety Code (NESC), unlessspecifically required by other authorities to dootherwise.

B. It is the responsibility of each employ-ee, contractor, cooperative member, and gener-al public member to report to the Cooperativeall unsafe conditions that any such personobserves in the Cooperative’s electrical system,Any employee, contractor, Cooperative mem-ber, or member of the general public, upon find-ing a power line in an unsafe condition or a con-dition not in compliance with NESC clearancesshould immediately notify the Cooperative’sdispatcher concerning the unsafe condition.Cooperative members and members of the gen-eral public are not expected to stand by to guardagainst hazardous conditions but should notify,in addition to Cooperative personnel, lawenforcement and emergency personnel respect-ing the unsafe condition.

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Member Handbook

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Member Handbook

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BYLAWSof

Ozark ElectricCooperative

IndexArticle I — Membership ................................16

Article II — Rights and Liabilitiesof Members..................................19

Article III — Meeting of Members ..................19

Article IV — Board Members...........................21

Article V — Meetings of Board ......................24

Article VI — Officers .........................................25

Article VII — Non-Profit Operation.................28

Article VIII — Disposition of Property .............31

Article IX — Seal................................................33

Article X — Financial Transactions ...............33

Article XI — Miscellaneous..............................34

Article XII — Amendments...............................35

To Report Power Outages

Check all breakers and fuses to be sure theyare all right. Be sure to check main breakerunderneath the meter (some may not have thisbreaker under the meter).

If the fuses and main breaker are all right,check with neighbors to see if they have electric-ity. This will help determine if the trouble iscaused by the transformer serving your home, orif it is the main line.

When you call the Cooperative to report anoutage, have your account number and locationnumber ready. Your account number and yourlocation number are on your billing statement.

Call (417) 466-2144, 725-5160, 538-2273 orafter hours call 800-947-6393 to report an outage.There is a dispatcher on duty 24 hours a day, 7days a week.

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Member Handbook

Page 10: Ozark Electric Cooperative, Inc.atives in Missouri (including Ozark Electric Cooperative), southeast Iowa and northeast Oklahoma. These local electric cooperatives are ow n ed by m

membership, he or it shall be considered to have a singlemembership for purposes of all voting and notificationrights set forth in these Bylaws. No membership shall betransferable, except as provided in these Bylaws. Any subse-quent reference in these Bylaws to “members” or “member-ship”: shall include both Type 1 or Type 2 members. Anysubsequent reference in these Bylaws to “Cooperative” shallalso include any wholly-owned subsidiary of theCooperative.

SECTION 2. Proof of Membership. The membership listmaintained by the Cooperative shall be conclusive as tomembership status.

SECTION 3. Joint Membership. Two persons who arejoined in a lawful marriage relationship recognized by theState of Missouri may apply for a joint membership and, sub-ject to their compliance with the requirements set forth inSection 1 of this Article, may be accepted for such member-ship. The term “member” as used in these Bylaws shall bedeemed to include a husband and wife holding a joint mem-bership and any provisions relating to the rights and liabili-ties of membership shall apply equally with respect to theholders of a joint membership. Without limiting the generali-ty of the foregoing, the effect of the hereinafter specifiedactions by or in respect of the holders of a joint membershipshall be as follows:

(a) The presence at a meeting of either or both shall beregarded as the presence of one member and shallconstitute a joint waiver of notice of the meeting;

(b) The vote of either separately or both jointly shallconstitute one joint vote;

(c) A waiver of notice signed by either or both shallconstitute a joint waiver;

(d) Notice to either shall constitute notice to both;

(e) Expulsion of either shall terminate the joint mem-bership;

(f) Withdrawal of either shall terminate the joint mem-bership;

(g) Either but not both may be elected or appointed asan officer or board member, provided that bothmeet the qualifications for such office.

ARTICLE I — MEMBERSHIP

As Amended 2016

SECTION 1-A. Requirements for Type 1 Membership. Anyperson, firm, association, corporation, or body politic or sub-division thereof, may become a member in Ozark ElectricCooperative (hereinafter called “Cooperative”) by:

(1) Executing a written application for Cooperativemembership;

(2) Agreeing to purchase from the Cooperative electricenergy as hereinafter specified;

(3) Agreeing to comply with and be bound by theArticles Incorporated and Bylaws of theCooperative, and any rules and regulations adoptedby the board of directors (hereinafter referred to asthe “Board”) from time to time.

SECTION l-B. Requirements for Type 2 Membership. Anyperson, firm, association, corporation or body politic or sub-division thereof may become a Type 2 member of OzarkElectric Cooperative (hereinafter called the “Cooperative”)by becoming a customer of a corporate subsidiary which iswholly-owned by the Cooperative and to which theCooperative furnishes electric energy; and

(1) Making a written application for membership in theCooperative; and

(2) Agreeing to comply with and be bound by theArticles of Conversion and Bylaws of theCooperative and any rules and regulations adoptedfrom time to time by the Board of Directors of theCooperative.

Type 2 members shall have the right to receive capital cred-its earned by the wholly-owned subsidiary, after municipalfranchise or gross receipts taxes, income taxes, if any, paid bythe subsidiary have been off-set against such capital credits.

SECTION l-C. No person, firm, association, corporation orbody politic or subdivision thereof shall become a memberunless and until accepted for membership by the Board ofDirectors. No Type 1 member may hold more than one Type1 membership in the Cooperative. No Type 2 member mayhold more than one Type 2 membership in the Cooperative.

In the event a person, firm, association, corporation or bodypolitic or subdivision thereof has both a Type 1 and Type 2

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Bylaws

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Bylaws

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member shall thereupon terminate. Termination ofmembership in any manner shall not release a mem-ber or his estate from any debts due the Cooperative.

ARTICLE II — RIGHTS AND

LIABILITIES OF MEMBERS

SECTION 1. Property Interest of Members. Upon dissolu-tion, after

(a) All debts and liabilities of the Cooperative shallhave been paid, and

(b) All capital furnished through patronage shall havebeen retired as provided in these Bylaws, theremaining property and assets of the Cooperativeshall be distributed among the members and formermembers in the proportion which the aggregatepatronage of each bears to the total patronage of allmembers during the seven years next preceding thedate of the filing of the certificate of dissolution, or,if the Cooperative shall not have been in existencefor such period, during the period of its existence.

SECTION 2. Non-liability for Debts of the Cooperative.

The private property of the members shall be exempt fromexecution or other liability for the debts of the Cooperativeand no member shall be liable or responsible for any debts orliabilities of the Cooperative.

ARTICLE III — MEETING OF MEMBERS

As Amended 2015

SECTION 1. Annual Meeting. The annual meeting of themembers shall be held during the months of May, June, July,August, or September of each year beginning with the year2015 at such place within a county served by theCooperative, as selected by the board and which shall bedesignated in the notice of the meeting, for the purpose ofelecting board members, passing upon reports for the previ-ous fiscal year and transacting such other business as maycome before the meeting. It shall be the responsibility of theboard to make adequate plans and preparations for theannual meeting. Failure to hold the annual meeting at thedesignated time shall not work a forfeiture or dissolution ofthe Cooperative.

SECTION 2. Special Meetings. Special meetings of themembers may be called by resolution of the board, or upona written request signed by any three board members, by the

SECTION 4. Conversion of Membership.

(a) A membership may be converted to a joint member-ship upon the written request of the holder thereofand the agreement by such holder and his or herspouse to comply with the Articles of Incorporation,Bylaws and rules and regulations adopted by theboard.

(b) Upon the death of either spouse who is a party tothe joint membership, such membership shall beheld solely by the survivor.

SECTION 5. Purchase of Electric Energy. Each membershall, as soon as electric energy shall be available, purchasefrom the Cooperative all electric energy used on the premis-es specified in his application for membership, and shall paytherefor at rates which shall from time to time be fixed by theboard. It is expressly understood that amounts paid for elec-tric energy in excess of the cost of service are furnished bymembers as capital and each member shall be credited withthe capital so furnished as provided in these Bylaws. Eachmember shall pay to the Cooperative such minimum amountregardless of the amount of electric energy consumed, asshall be fixed by the board from time to time. Each membershall also pay all amounts owed by him to the Cooperativeas and when the same shall become due and payable.

SECTION 6. Termination of Membership.

(a) Any member may withdraw from membershipupon compliance with such uniform terms and con-ditions as the board may prescribe. The board may,by the affirmative vote of not less than two-thirds ofall the members of the board, expel any memberwho fails to comply with any of the provisions of theArticles of Incorporation, Bylaws or rules or regula-tions adopted by the board, but only if such membershall have been given written notice by theCooperative that such failure makes him liable toexpulsion and such failure shall have continued forat least ten days after such notice was given. Anyexpelled member may be reinstated by vote of theboard or by vote of the members at any annual orspecial meeting. The membership of a member whofor a period of six (6) months after service is avail-able to him, has not purchased electric energy fromthe Cooperative, or of a member who has ceased topurchase energy from the Cooperative, may be can-celled by resolution of the board.

(b) Upon the withdrawal, death, cessation of existenceor expulsion of a member, the membership of such

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Bylaws

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Bylaws

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as proxy for more than two (2) members at any meeting ofthe members. No proxy shall be valid after sixty (60) daysfrom the date of its execution. The presence of a member at ameeting of the members shall revoke a proxy theretoforeexecuted by him and such member shall be entitled to voteat such meeting in the same manner and with the same effectas if he had not executed a proxy. In case of a joint member-ship, a proxy may be executed by either husband or wife.The presence of either husband or wife at a meeting of themembers shall revoke a proxy theretofore executed by eitherof them and such joint member or members shall be entitledto vote at such meeting in the same manner and with thesame effect as if a proxy had not been executed.

SECTION 7. Order of Business. The order of business at theannual meeting of the members and, so far as possible, at allother meetings of the members, shall be essentially as fol-lows, except as otherwise determined by the members atsuch meetings:

1. Report on the number of members present in personin order to determine the existence of a quorum.

2. Reading of the notice of the meeting and proof of thedue publication or mailing thereof, or the waiver orwaivers of notice of the meeting, as the case may be.

3. Reading of unapproved minutes of previous meet-ings of the members and taking of necessary actionthereon.

4. Presentation and consideration of reports of officers,directors and committees.

5. Election of board members.

6. Unfinished business.

7. New business.

8. Adjournment.

ARTICLE IV — BOARD MEMBERS

As Amended 1997

SECTION 1. General Powers. The business and affairs ofthe Cooperative shall be managed by a board of nine mem-bers which shall exercise all of the powers of the Cooperativeexcept such as are by law, the Articles of Incorporation orthese Bylaws conferred upon or reserved to the members.

President, or by ten per centum or more of all the members,and it shall thereupon be the duty of the Secretary to causenotice of such meeting to be given as hereinafter provided.Special meetings of the members may be held at any placewithin one of the counties served by the Cooperative as des-ignated by the board and shall be specified in the notice ofthe special meeting.

SECTION 3. Notice of Members’ Meetings. Written orprinted notice stating the place, day and hour of the meetingand, in case of a special meeting or an annual meeting atwhich business requiring special notice is to be transacted,the purpose or purposes for which the meeting is called,shall be delivered not less than ten days nor more than twen-ty-five days before the date of the meeting, either personallyor by mail, by or at the direction of the Secretary, or upon adefault in duty by the Secretary, by the persons calling themeeting, to each member. If mailed, such notice shall bedeemed to be delivered when deposited in the United Statesmail, addressed to the member at his address as it appearson the records of the Cooperative, with postage thereon pre-paid. The failure of any member to receive notice of an annu-al or special meeting of the members shall not invalidate anyaction which may be taken by the members at any suchmeeting.

SECTION 4. Quorum. As Amended 2000. Two percent ofthe first two thousand members and one percent of theremaining members present in person shall constitute a quo-rum for the transaction of business at all meetings of themembers. If less than a quorum is present at any meeting, amajority of those present in person may adjourn the meetingfrom time to time without further notice.

SECTION 5. Voting. Each member shall be entitled to onlyone vote upon each matter submitted to a vote at a meetingof the members. All questions shall be decided by a vote of amajority of the members voting thereon in person except asotherwise provided by law, the Articles of Incorporation orthese Bylaws.

SECTION 6. Proxies. At all meetings of members, a membermay vote by proxy executed in writing by the member. Suchproxy shall be filed with the Secretary before or at the timeof the meeting. No proxy shall be voted at any meeting of themembers unless it shall designate the particular meeting atwhich it is to be voted, and no proxy shall be voted at anymeeting other than the one so designated or any adjourn-ment of such meeting. A member may give his proxy only toanother member or to an adult relative living in the samehousehold as the member. No member or person shall vote

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Bylaws

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Bylaws

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(e) is an incumbent or candidate for an elective publicoffice in connection with which compensation inexcess of five hundred dollars ($500) per year is paidor payable.

(f) Beginning with the annual meeting of Cooperativemembers held in the year 1982, the territory servedor to be served by the Cooperative shall be dividedinto nine (9) districts. Each district shall be repre-sented by one (1) board member. The original dis-tricts shall be as follows, by reference to the OfficialSystem Map of Ozark Electric Cooperative:

District 1: Map areas 1, 2, 4, 5, 6, 7, 8, 12 and 13.District 2: Map areas 3, 10, 11, 17, 18, 19, 20, 25, 26 and 27.District 3: Map areas 14, 21, 22, 29 and 30.District 4: Map areas 9, 15, 16, 23, 24, 31 and that part of Map

area 32 lying North of Highway M in GreeneCounty, Missouri.

District 5: Map areas 28, 34, 35, 36, 37, 43, 44, 45 and 46. District 6: Map areas 38, 39, 40, 47, 48, 49 and 50.District 7: That part of Map area 32 lying South of Highway

M in Greene County, Missouri, and Map areas 33,41 and 42.

District 8: Map areas 51, 52, 53, 54, 55, 56, 58, 59, 60, 61, 62and 68.

District 9: Map areas 57, 69, 63, 64, 65, 66 and 67.

SECTION 4. Nominations. All candidates for election to theboard of directors shall be nominated by the written requestof any fifteen or more members residing in the district to berepresented. The nomination of a qualified member as a can-didate will be complete when the written request namingthat member is timely delivered to any office of theCooperative not more than ninety (90) days and not less than(45) days before the annual meeting of members. No mem-ber shall sign more than one nomination request. Followingclosure of this nominating period, no further nominationswill be received. A nominee’s name shall be placed on theballot as a candidate after verification of the nominee’s qual-ification and the membership status of the nominators.

SECTION 5. Removal of Board Members by Members.

Any member may bring charges against a board memberand, by filing with the Secretary such charges in writingtogether with a petition signed by at least ten percentum ofthe members, may request the removal of such board mem-ber by reason thereof. Such board member shall be informedin writing of the charges at least thirty days prior to the meet-ing of the members at which the charges are to be consideredand shall have an opportunity at the meeting to be heard inperson or by counsel and to present evidence in respect of

SECTION 2. Election and Tenure of Office. Each memberof the board shall serve for a term of three years and until hissuccessor is elected and qualified. At each annual meetingthree members of the board shall be elected to serve for saidterm. The election of members of the board shall be by secretballot and notwithstanding any provision herein for themethod of nominations and election, ballots for the electionof directors shall be received from the time fixed by theboard for registration at each meeting until the completion ofballoting for the members of the board as provided in theorder of business for annual meetings. Ballots shall be pre-pared at the direction of the board and shall contain thenames of those nominated for director.

Each member of the Cooperative shall be entitled to vote forone candidate from each district. The candidate from eachdistrict receiving the highest number of votes shall be con-sidered elected as a board member.

If an election of board members shall not be held on the daydesignated herein for the annual meeting, or at any adjourn-ment thereof, a special meeting of the members shall be heldfor the purpose of electing board members within a reason-able time thereafter. Board members may be elected by a plu-rality vote of the members voting at such election.

SECTION 3. Qualifications. No person shall be eligible tobecome or remain a board member of the Cooperative who:

(a) is not a member using the Cooperative’s service athis/her principal place of abode and a resident ofthe district to be represented; or

(b) is a close relative of a director or an employee of theCooperative. For the purpose of this section a “closerelative” is defined as a person who by blood ormarriage is either a spouse, child, stepchild, grand-child, parent, grandparent, brother, sister, aunt,uncle, nephew, or niece;

(c) is an employee of the Cooperative or has within fiveyears preceding the date of election been an employ-ee of the Cooperative.

(d) is in any way employed by or financially interestedin a competing enterprise or a business selling elec-tric energy, or supplies to the Cooperative, or a busi-ness primarily engaged in selling electrical orplumbing appliances, fixtures or supplies to themembers of the Cooperative.

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SECTION 2. Special Meeting. Special meetings of the boardmay be called by the President or by any three board mem-bers, and it shall thereupon be the duty of the Secretary tocause notice of such meeting to be given as hereinafter pro-vided. The President or board members calling the meetingshall fix the time and place for the holding of the meeting.

SECTION 3. Notice of Board Meetings. Written notice ofthe time, place and purpose of any special meeting of theboard shall be delivered to each board member, either per-sonally or by mail, by or at the direction of the Secretary, orupon default in duty by the Secretary, by the President or theboard member calling for the meeting, at least five daysbefore the date set for the meeting. If mailed, such noticeshall be deemed to be delivered when deposited in theUnited States mail addressed to the board member at hisaddress as it appears on the records of the Cooperative, withpostage thereon prepaid.

SECTION 4. Quorum. A majority of the board shall consti-tute a quorum, provided, that if less than such majority ofthe board is present at said meeting, a majority of the boardpresent may adjourn the meeting from time to time; and pro-vided further, that the Secretary shall notify any absentboard members of the time and place of such adjournedmeeting. The act of a majority of the board members presentat a meeting at which a quorum is present shall be the act ofthe board, except as otherwise provided in these Bylaws.

SECTION 5. Removal for Failure to Attend. Any board mem-ber who shall fail to attend three successive regular or specialmeetings of the board of directors, shall be removed fromoffice, unless the failure to attend such meetings is caused byillness of himself or a member of his immediate family, or bysome act of God, or some other matter beyond the control ofthe member. Any vacancy resulting from such removal shallbe filled by the affirmative vote of a majority of the remainingdirectors for the remainder of the member’s term.

ARTICLE VI — OFFICERS

As Amended 1997

SECTION 1. Number. The officers of the Cooperative shallbe a President, Vice President, Secretary, Treasurer, and suchother officers as may be determined by the board from timeto time. The office of Secretary and Treasurer may be held bythe same person.

SECTION 2. Election and Term of Office. The officers shallbe elected by ballot, annually by and from the board at the

Bylaws

the charges; and the person or persons bringing the chargesagainst him shall have the same opportunity. The question ofthe removal of such board member shall be considered andvoted upon at the meeting of the members and any vacancycreated by such removal may be filled by the vote of themembers at such meeting without compliance with the fore-going provisions with respect to nominations and notice.

SECTION 6. Vacancies. Subject to the provisions of theseBylaws with respect to the filling of vacancies caused by theremoval of board members by the members, a vacancyoccurring in the board shall be filled by the affirmative voteof a majority of the remaining board members for the unex-pired portion of the term.

SECTION 7. Compensation. Board members shall notreceive any salary for their services as such, except that theboard of the Cooperative may by resolution authorize a fixedsum for each day or portion thereof spent on Cooperativebusiness, such as attendance at meetings, conferences, andtraining programs or performing committee assignmentswhen authorized by the board. If authorized by the board,board members may also be reimbursed for expenses actual-ly and necessarily incurred in carrying out such Cooperativebusiness. No board member shall receive compensation forserving the Cooperative in any other capacity, nor shall anyclose relative of a board member receive compensation forserving the cooperative.

SECTION 8. Indemnification. The Cooperative shallindemnify present and former Directors, officers, agents, andemployees against liability to the extent their acts or omis-sions constituting the grounds for alleged liability were per-formed in the official capacity and, if actionable at all, werebased upon good faith business judgment in the belief theacts or omissions were in the best interest of the Cooperative.The Cooperative may purchase insurance to cover suchindemnification.

ARTICLE V — MEETINGS OF BOARD

SECTION 1. Regular Meetings. A regular meeting of theboard shall be held without notice, immediately after, and atthe same place as, the annual meeting of the members. A reg-ular meeting of the board shall also be held monthly at suchtime and place within one of the counties served by theCooperative as designated by the board. Such regularmonthly meeting may be held without notice other thansuch resolution fixing the time and place thereof.

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President shall perform the duties of the President, andwhen so acting shall have all the powers of and be subject toall the restrictions upon the President. The Vice Presidentshall also perform such other duties as from time to timemay be assigned to him by the Board.­SECTION 6. Secretary. The Secretary shall be responsiblefor

(a) keeping the minutes of the meetings of the membersand of the board in books provided for that purpose;

(b) seeing that all notices are duly given in accordancewith these Bylaws or as required by law;

(c) the safekeeping of the corporate books and recordsand the seal of the Cooperative and affixing the sealof the Cooperative to all documents, the executionof which on behalf of the Cooperative under its sealis duly authorized in accordance with the provisionsof these Bylaws;

(d) keeping a register of the names and post officeaddresses of all members;

(e) keeping on file at all times a complete copy of thearticles of incorporation and Bylaws of theCooperative containing all amendments thereto(which copy shall always be open to the inspectionof any member) and at the expense of theCooperative, furnishing a copy of the Bylaws and ofall amendments thereto to any member uponrequest; and

(f) in general performing all duties incident to theoffice of Secretary and such other duties as fromtime to time may be assigned to him by the board.

SECTION 7. Treasurer. The Treasurer shall be responsiblefor

(a) custody of all funds and securities of theCooperative;

(b) the receipt of and the issuance of receipts for allmonies due and payable to the Cooperative and forthe deposit of all such monies in the name of theCooperative in such bank or banks as shall be select-ed in accordance with the provisions of theseBylaws; and

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meeting of the board held immediately after the annualmeeting of the members. If the election of officers shall not beheld at such meeting, such election shall be held as soonthereafter as conveniently may be. Each officer shall holdoffice until the first meeting of the board following the nextsucceeding annual meeting of the members or until his suc-cessor shall have been elected and shall have qualified. Avacancy in any office shall be filled by the board for theunexpired portion of the term.

SECTION 3. Removal of Officers and Agents by the Board.

Any officer or agent elected or appointed by the board maybe removed by the board whenever in its judgment the bestinterests of the Cooperative will be served thereby. In addi-tion, any member of the Cooperative may bring chargesagainst an officer, and by filing with the Secretary suchcharges in writing together with a petition signed by ten percentum of the members may request the removal of suchofficer. The officer against whom such charges have beenbrought shall be informed in writing of the charges at leastthirty days prior to the board meeting at which the chargesare to be considered and shall have an opportunity at themeeting to be heard in person or by counsel and to presentevidence in respect of the charges; and the person or personsbringing the charges against him shall have the same oppor-tunity. In the event the board does not remove such officer,the question of his removal shall be considered and votedupon at the next meeting of the members.

SECTION 4. President. The President shall:

(a) be the principal executive officer of the Cooperativeand, unless otherwise determined by the membersor the board, shall preside at all meetings of themembers and the board;

(b) sign, with the Secretary any deeds, mortgages,deeds of trust, notes, bonds, contracts or otherinstruments authorized by the board to be executed,except in cases in which the signing and executionthereof shall be expressly delegated by the board orby these bylaws to some other officer or agent of theCooperative, or shall be required by law to be oth-erwise signed or executed; and

(c) in general perform all duties incident to the office ofPresident and such other duties as may be pre-scribed by the board from time to time.

SECTION 5. Vice President. In the absence of the Presidentor in the event of his inability or refusal to act, the Vice

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SECTION 2. Patronage Capital in Connection with

Furnishing Electric Energy. In the furnishing of electricenergy the Cooperative’s operations shall be so conductedthat all patrons, members and non-members alike, willthrough their patronage furnish capital for the Cooperative.In order to induce patronage and to assure that theCooperative will operate on a non-profit basis, theCooperative is obligated to account on a patronage basis toall its patrons, members and non-members alike for allamounts received and receivable from the furnishing of elec-tric energy in excess of operating costs and expenses proper-ly chargeable against the furnishing of electric energy. Allsuch amounts in excess of operating costs and expenses atthe moment of receipt by the Cooperative are received withthe understanding that they are furnished by the patrons,members and non-members alike, as capital. TheCooperative is obligated to pay by credits to a capitalaccount for each patron all such amounts in excess of oper-ating costs and expenses. The books and records of theCooperative shall be set up and kept in such a manner thatat the end of each fiscal year the amount of capital, if any, sofurnished by each patron is clearly reflected and credited inan appropriate record to the capital account of each patron,and the Cooperative shall within a reasonable time after theclose of the fiscal year notify each patron of the amount ofcapital so credited to his account. All such amounts creditedto the capital account of any patron shall have the same sta-tus as though they had been paid to the patron in cash inpursuance of a legal obligation to do so and the patron hadthen furnished the Cooperative corresponding amounts forcapital.

Provided, however, that the board of directors shall have thepower to adopt rules providing for the separate retirement ofthat portion (“power supply portion”) of capital credited tothe accounts of patrons which corresponds to capital credit-ed to the account of the Cooperative by an organization fur-nishing electric service to the Cooperative, or otherwisetransacting business with the Cooperative. Such rules shall(a) establish a method for determining the power supplyportion of capital credited to each patron for each applicablefiscal year, (b) provide for separate identification on theCooperative’s books of the power supply portion of capitalcredited to the Cooperative’s patrons, (c) provide for appro-priate notifications to patrons with respect to the power sup-ply portion of capital credited to their accounts, and (d) with-out limitation, preclude a general retirement of the powersupply portion of capital credited to patrons for any fiscalyear prior to the general retirement of other capital creditedto patrons for the same year or of any capital credited topatrons for any prior fiscal year.

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(c) the general performance of all duties incident to theoffice of Treasurer and such other duties as fromtime to time may be assigned to him by the board.

SECTION 8. Manager. The board may appoint a managerwho may be, but who shall not be required to be, a memberof the Cooperative. The manager shall perform such dutiesand shall exercise such authority as the board may from timeto time vest in him.

SECTION 9. Bonds of Officers. The Treasurer and any otherofficer or agent of the Cooperative charged with responsibil-ity for the custody of any of its funds or property shall bebonded in such sum and with such surety as the board shalldetermine. The board in its discretion may also require anyother officer, agent or employee of the Cooperative to bebonded in such amount and with such surety as it shalldetermine.

SECTION 10. Compensation. The powers, duties and com-pensation of officers, agents and employees shall be fixed bythe board subject to the provisions of these Bylaws withrespect to compensation for a board member.

SECTION 11. Reports. The officers of the Cooperative shallsubmit at each annual meeting of the members reports cov-ering the business of the Cooperative for the previous fiscalyear. Such reports shall set forth the condition of theCooperative at the close of such fiscal year.

SECTION 12. Delegation of Secretary and Treasurer

Responsibilities. Notwithstanding the duties, responsibili-ties, and authorities of the Secretary and the Treasurer here-in above provided, the Board of Directors by resolution may,except as otherwise limited by law, delegate the responsibil-ity, authority and administrative duties in whole or in part toone or more of the agents, other officers, or employees of theCooperative who are not directors. To the extent that theBoard does so delegate with respect to any officer, that offi-cer as such shall be released from such duties, responsibili-ties and authorities.

ARTICLE VII — NON-PROFIT OPERATION

As Amended 1994

SECTION 1. Interest or Dividends on Capital Prohibited.

The Cooperative shall at all times be operated on aCooperative non-profit basis for the mutual benefit of itspatrons. No interest or dividends shall be paid or payable bythe Cooperative on any capital furnished by its patrons.

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both the Cooperative and the patrons are bound by such con-tract, as fully as though each patron had individually signeda separate instrument containing such terms and provisions.The provisions of this article of the Bylaws shall be called tothe attention of each patron of the Cooperative by posting ina conspicuous place in the Cooperative’s office.

ARTICLE VIII — DISPOSITION OF PROPERTY

As Amended 1997

(a) Not inconsistently with Mo. Rev. Stat. Section394.180 and subsection (b) hereof, the Cooperativemay, at a duly held meeting of the members, author-ize the sale, lease, lease-sale, exchange, transfer orother disposition of all or a substantial portion of theCooperative’s properties and assets only upon theaffirmative votes of two-thirds (2/3) of the then-total members of the Cooperative; however, theBoard of Directors, without authorization by themembers, shall have full power and authority (1) toborrow monies from any source and in suchamounts as the Board may from time to time deter-mine (2) to mortgage or otherwise pledge or encum-ber any or all of the Cooperative’s properties orassets as security therefor, and (3) to sell, lease,lease-sell, exchange, transfer or otherwise dispose ofproperty no longer necessary or useful for the oper-ation of the Cooperative, or less than a substantialportion of the Cooperative’s properties and assets.“Substantial portion” means ten (10%) percent ormore of the Cooperative’s total assets as reflected onits books at the time of the transaction.

(b) Supplementary to the first sentence of the foregoingsubsection (a) and any other applicable provisionsof law or these bylaws, no sale, lease, lease-sale,exchange, transfer, or other disposition of all or anysubstantial portion of the Cooperative’s propertiesand assets shall be authorized except in the con-formity with the following:

(1) If the Board of Directors looks with favor uponany proposal for such sale, lease, lease-sale,exchange, transfer, or other disposition, it shallfirst cause three (3) independent, non-affiliatedappraisers, expert in such matters, to rendertheir individual opinions as to the value of theCooperative with respect to such sale, lease,lease-sale, exchange or other disposition as toany other terms and conditions which shouldbe considered. The three (3) such appraisers

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All other amounts received by the Cooperative from its oper-ations in excess of costs and expenses shall, insofar as per-mitted by law, be (a) used to offset any losses incurred dur-ing the current or any prior fiscal year and (b) to the extentnot needed for that purpose, allocated to its patrons on apatronage basis and any amount so allocated shall be includ-ed as part of the capital credited to the accounts of patrons,as herein provided.

In the event of dissolution or liquidation of the Cooperative,after all outstanding indebtedness of the Cooperative shallhave been paid, outstanding capital credits shall be retiredwithout priority on a pro rata basis before any payments aremade on account of property rights of members. If, at anytime prior to dissolution or liquidation, the board shall deter-mine that the financial condition of the Cooperative will notbe impaired thereby, the capital credited to patrons’accounts may be retired in full or in part. The Board ofDirectors shall determine the method, basis, priority, andorder of retirement, if any, for all amounts heretofore fur-nished as capital.

Capital credited to the account of each patron shall be assign-able only on the books of the Cooperative pursuant to writ-ten instruction from the assignor and only to successors ininterest or successors in occupancy in all or a part of suchpatron’s premises served by the Cooperative unless theboard, acting under policies of general application, shalldetermine otherwise. In the event that a non-member patronshall elect to become a member of the Cooperative, the capi-tal credited to the account of such non-member patron maybe applied by the Cooperative toward the payment of amembership fee on behalf of such non-member patron.

Notwithstanding any other provision of these Bylaws, theboard at its discretion, shall have the power at any time uponthe death of any patron, if the legal representatives of hisestate shall request in writing that the capital credited to anysuch patron be retired prior to the time such capital wouldotherwise be retired under the provisions of these Bylaws, toretire capital credited to any such patron immediately uponsuch terms and conditions as the board, acting under policiesof general application, and the legal representatives of suchpatron’s estate shall agree upon; provided, however, that thefinancial condition of the Cooperative will not be impairedthereby.

The patrons of the Cooperative, by dealing with theCooperative, acknowledge that the terms and provisions ofthe Articles of Incorporation and Bylaws shall constitute andbe a contract between the Cooperative and each patron, and

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to the date of such special or annual meeting,may cause the Cooperative, with the cost to beborne by the Cooperative, to mail to all mem-bers any opposing or alternative positionswhich they may have to the proposals that havebeen submitted or any recommendations thatthe Board has made.

The provisions of this subsection (b) do not apply to a sale,lease, lease-sale, exchange, transfer or other disposition toone or more other electric cooperatives if the substantive oractual legal effect thereof is to merge or consolidate withsuch other one or more electric cooperatives. No proposal tosell or transfer all or a substantial part of the assets of theCooperative shall be submitted to a vote of the membershipunless such proposal is approved by the Cooperative’sBoard of Directors as provided in this bylaw.

The Board of Directors may transfer title to portions of theCooperative’s property and assets from time to time to awholly-owned subsidiary corporation when, in the Board ofDirectors’ judgment, such transfers are necessary or appro-priate to protect the Cooperative’s investment and financialintegrity. Such transfer shall be a change in nominal titleonly and shall not require membership as set forth above.

ARTICLE IX — SEAL

The corporate seal of the Cooperative shall have inscribedthereon the name of the Cooperative and the words“Corporate Seal Missouri.”

ARTICLE X — FINANCIAL

TRANSACTIONS

SECTION 1. Contracts. Except as otherwise provided inthese Bylaws, the board may authorize any officer or officers,agent or agents to enter into any contract or execute anddeliver any instrument in the name and on behalf of theCooperative, and such authority may be general or confinedto specific instances.

SECTION 2. Checks, Drafts, etc. All checks, drafts or otherorders for the payment of money, and all notes, bonds orother evidences of indebtedness issued in the name of theCooperative shall be signed and/or countersigned by suchofficer or officers, agent or agents, employee or employees ofthe Cooperative and in such manner as shall from time totime be determined by resolution of the board.

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shall be designated by a Circuit CourtPresiding Judge for the 39

th

Judicial District inMissouri. If such judge refuses to make suchdesignations, they shall be made by the Boardof Directors.

(2) If the Board of Directors after receiving suchappraisals (and other terms and conditionswhich are submitted, if any), determines thatthe proposal should be submitted for consider-ation by the members, it shall first give everyother electric cooperative corporately sited andoperating in Missouri (which has not madesuch an offer for such sale, lease, lease-sale,exchange, transfer or other disposition) anopportunity to submit competing proposals.Such opportunity shall be in the form of a writ-ten notice to such electric cooperatives, whichnotice shall be attached to a copy of the pro-posal which the Cooperative has alreadyreceived and copies of the respective reports ofthe three (3) appraisers. Such electric coopera-tives shall be given not less than thirty (30)days during which to submit competing pro-posals, and the actual minimum period withinwhich proposals are to be submitted shall bestated in written notice given to them.

(3) If the Board then determines that favorableconsideration should be given to the initial orany subsequent proposal which has been sub-mitted to it, it shall so notify the members notless than sixty (60) days before noticing a spe-cial meeting of the members thereon or, if suchbe the case, the next annual member meeting,expressing in detail each of any such propos-als, and shall call a special meeting of the mem-bers for consideration thereof and action there-on, which meeting shall be held not less thanten (10) days nor more than twenty-five (25)days after the giving of notice thereof to themembers; PROVIDED, that consideration andaction by the members may be given at thenext annual member meeting if the Board sodetermines and if such annual meeting is heldnot less than ten (10) days nor more than twen-ty-five (25) days after the giving of notice ofsuch meeting.

(4) Any fifty (50) or more members, by so petition-ing the Board not less than thirty (30) days prior

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SECTION 4. Area Coverage. The board shall make diligenteffort to see that electric service is extended to all unservedpersons within the Cooperative service area who (a) desiresuch service and (b) meet all reasonable requirements estab-lished by the Cooperative as a condition of such service.

SECTION 5. Unclaimed Monies. Notwithstanding any pro-visions herein contained to the contrary, any member, formermember, or other patron who fails to claim any capital cred-its, patronage refunds, utility deposits, or account balanceswithin two (2) years after payment thereof has been madeavailable to such person shall have made an irrevocableassignment and gift to the Cooperative of such unclaimedmonies. Upon expiration of two (2) years after availability ofsuch monies, the Cooperative shall give sixty (60) days noticein a newspaper of general circulation, published in the coun-ty of the last known address of said person. Such notice shallcontain the person’s name, amount and type of monetaryinterest, and that if said monies are not duly claimed withinsixty (60) days after the publication of such notice, theCooperative shall, after off-setting any outstanding amountsdue and owing the Cooperative from said person, thereaftertreat the net unclaimed amount as general income for theCooperative includable in the fiscal year in which the sixtieth(60th) day after published notice falls.”

ARTICLE XII — AMENDMENTS

These Bylaws may be altered, amended or repealed by themembers at any regular or special meeting, provided thenotice of such meeting shall have contained a copy of theproposed alteration, amendment or repeal. It shall be theresponsibility of the board to receive proposed amendmentsto the Bylaws from Cooperative members, and to recom-mend to the members any amendments which the boarddetermines to be necessary and proper. Amendments pro-posed by Cooperative members shall be submitted in writ-ing to the Secretary not less than ninety days prior to the dateof any regular or special meeting.

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SECTION 3. Deposits. All funds except petty cash of theCooperative shall be deposited from time to time to the cred-it of the Cooperative in such bank or banks as the board mayselect.

SECTION 4. Change in Rates. Written notice shall be givento the Administrator of the Rural ElectrificationAdministration of the United States of America not less thanninety days prior to the date upon which any proposedchange in the rates charged by the Cooperative for electricenergy becomes effective.

SECTION 5. Fiscal Year. The fiscal year of the Cooperativeshall begin on the first day of January of each year and shallend on the thirty-first day of December of the same year.

ARTICLE XI — MISCELLANEOUS

As Amended 2000

SECTION 1. Waiver of Notice. Any member or board mem-ber may waive in writing any notice of a meeting required tobe given by these Bylaws. The attendance of a member orboard member at any meeting shall constitute a waiver ofnotice of such meeting by such member or board member,except in case a member or board member shall attend ameeting for the express purpose of objecting to the transac-tion of any business on the ground that the meeting has notbeen lawfully called or convened.

SECTION 2. Policies, Rules and Regulations. The boardshall have power to make and adopt such policies, rules andregulations, not inconsistent with law, the Articles ofIncorporation or these bylaws, as it may deem advisable forthe management of the business and affairs of theCooperative.

SECTION 3. Accounting System and Reports. The boardshall cause to be established and maintained a completeaccounting system which, among other things, and subject toapplicable laws and rules and regulations of any regulatorybody, shall conform to such accounting system as may fromtime to time be designated by the Administrator of the RuralElectrification Administration of the United States ofAmerica. The board shall also after the close of each fiscalyear cause to be made by a certified public accountant a fulland complete audit of the accounts, books and financial con-dition of the cooperative as of the end of such fiscal year. Areport of such audit shall be submitted to the members at thenext following annual meeting.

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Notes

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Revised July 2016